SEC Form SC 13D/A filed by GameSquare Holdings Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

GameSquare Holdings, Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

29287R103

(CUSIP Number)

Thomas Walker

One Cowboys Way

Suite 100

Frisco, TX 75034

(972) 497-4900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 19, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 29287R103

Note: All share numbers on these cover pages are presented as Common Shares, without par value (the “Common Shares”) of GameSquare Holdings, Inc., a public corporation incorporated in British Columbia, Canada (the “Issuer”), on an as-converted basis.

Item 1. Security and Issuer

This Amendment No. 1 amends and supplements the statement on Schedule 13D filed on April 21, 2023 (the “Original Schedule 13D”) by the Reporting Persons (as defined in the Original Schedule 13D) relating to the Common Shares of no par value (the “Common Shares”) of GameSquare Holdings, Inc. (the “Issuer”). The principal executive officers of the Issuer are located at 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034. Except as specifically provided herein, this Amendment No.1 does not modify any of the information previously reported in the Original Schedule 13D.

Item 2. Identity and Background

Item 2 of the Original Schedule 13D is hereby amended and restated to read in full as follows:

Each of the Jones’ is a director and executive officer of Blue Star.

Each of the Reporting Persons files this Schedule 13D jointly. The Reporting Persons are filing this Statement jointly, as they may be considered a “group” under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists. For a description of the relationship between the Reporting Persons, see this Item 2 and Item 5 below.

Item 4. Purpose of the Transaction

The information set forth in Item 6 hereof is incorporated by reference in its entirety.

Item 5. Interest in Securities of the Issuer

Blue & Silver is a member of Goff & Jones and may be deemed to beneficially own the securities held of record by Goff & Jones.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended and supplemented to include the following:

Merger Agreement with FaZe Holdings Inc.

On October 19, 2023, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”), with FaZe Holdings Inc., a Delaware corporation (“FaZe”), and GameSquare Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Issuer ( “Merger Sub”), pursuant to which, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into FaZe (the “Merger”), with FaZe surviving such Merger as a wholly-owned subsidiary of the Issuer. The Merger Agreement contains customary representations, warranties, covenants and conditions precedent of the parties. The Merger Agreement contains customary mutual termination rights for the Issuer and FaZe, including if the Merger is not completed by December 31, 2023 (the “End Date”), and if either of the required stockholder approvals by the Issuer stockholders or the FaZe stockholders is not obtained.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, which is referenced as Exhibit 99.2 to this Schedule 13D and is also incorporated herein by reference.

Backstop Agreement

Simultaneously with the execution and delivery of the Merger Agreement, the Issuer and Goff & Jones, entered into a Backstop Agreement (the “Backstop Agreement”), pursuant to which, among other things, Goff & Jones agreed to commit to backstop the contemplated PIPE financing to be consummated at or around the time of the closing of the Merger (the “PIPE Financing”), in an aggregate amount of no more than $10,000,000, by agreeing pursuant to the Backstop Agreement, to purchase Common Shares of the Issuer (or other Issuer securities, if applicable), to the extent necessary pursuant to the terms of the Backstop Agreement and contemporaneously with the closing of the Merger. The Backstop Agreement contains customary representations, warranties, covenants and conditions precedent of the parties. The Backstop Agreement and all of its provisions shall terminate and be of no further force or effect (i) upon the date that is immediately following an applicable End Date, following written notice from Goff & Jones electing to terminate the Backstop Agreement, or (ii) if FaZe or the Issuer experience a material adverse change, upon written notice from Goff & Jones electing to terminate the Agreement.

The foregoing description of the Backstop Agreement is qualified in its entirety by reference to the Backstop Agreement, which is referenced as Exhibit 99.3 to this Schedule 13D and is also incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Schedule 13D is true, complete and correct.

Date: October 23, 2023